Exhibit 10.6(b)
    
     1.
    
    That Schedule B is amended in its entirety as set forth in the Schedule B attached hereto.2.
    
    All other provisions of the Plan shall remain in full force and effect and are hereby
ratified, approved and confirmed.




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BANK RHODE ISLANDBy:
    
    /s/ John R. Berger

John R. Berger,Chairman of the Compensation Committee
  Margaret D. FarrellSecretary
 
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SCHEDULE B
 Participants:
    
    Applicable Benefit Amount and VestingMerrill W. Sherman
    
    The greater of (A) 55% of the Participants Average
Total Cash Compensation, minus: (i) fifty percent
(50%) of the Participants Primary Social Security
Amount and (ii) the 401K Plan Benefit, or (B)
$425,000. Except as provided under Sections 3.2 (b)
and 6.1, the Benefit $250,000 of the Applicable
Benefit Amount shall be fully vested and shall be
referred to as the Base Benefit Amount and the
balance shall be referred to as the Increased
Benefit Amount.
The Increased Benefit Amount shall be vested as
follows: 20% on November 1, 2005, 40% (cumulative)
on November 1, 2006, 60% (cumulative) on November 1,
2007, 80% (cumulative) on November 1, 2008 and 100%
(cumulative) on November 1, 2009.Linda Haber-Simmons
    
    $50,000 (the Base Benefit Amount) plusthe
Increased Benefit Amount, which shall be equal to
70% of the Participants Average Base Compensation,
minus: (i) the vested portion of the Base Benefit
Amount, (ii) fifty percent (50%) of the
Participants Primary Social Security Amount and
(iii) the 401K Plan Benefit (the Increased Benefit
Amount, and together with the Base Benefit Amount
(if any) the Benefit Amount). Except as provided
under Sections 3.2(b) and 6.1, the Base Benefit
Amount shall be vested as follows: 20% on
November 1, 2009, 40% (cumulative) on November 1,
2010, 60% (cumulative) on November 1, 2011, 80%
(cumulative) on November 1, 2012 and 100%
(cumulative) on November 1, 2013 and the Increased
Benefit Amount shall be vested as follows: 20% on
August 1, 2010, 40% (cumulative) on August 1, 2011,
60% (cumulative) on August 1, 2012, 80% (cumulative)
on August 1, 2013 and 100% (cumulative) on August 1,
2014.
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Participants:
    
    Applicable Benefit Amount and VestingJames V. DeRentis
    
    70% of the Participants Average Base Compensation,
minus: (I) fifty percent (50%) of the Participants
Primary Social Security Amount and (iii) the 401K
Plan Benefit. Except as provided under Sections 3.2
(b) and 6.1, the Benefit Amount in excess of $35,000
shall be vested as follows: 20% on November 1,
2008, 40% (cumulative) on November 1, 2009, 60%
(cumulative) on November 1, 2010, 80% (cumulative)
on November 1, 2011 and 100% (cumulative) on
November 1, 2012. $35,000 of the Applicable Benefit
Amount shall be fully vested after five Years of
Service. $35,000 of the Applicable Benefit Amount
shall be referred to as the Base Benefit Amount
and the balance shall be referred to as the
Increased Benefit Amount.Mark Meiklejohn
    
    $100,000 (the Base Benefit Amount). Except as
provided under Sections 3.2(b) and 6.1, the Base
Benefit Amount shall be vested as follows: 5% on
November 1, 2011; an additional 5% on November 1,
2012; an additional 20% on November 1, 2013, an
additional 20% on November 1, 2014, an additional
20% on November 1, 2015, an additional 15% on
November 1, 2016 and an additional 15% on November
1, 2017.Robert H. Wischnowsky
    
    $25,000 (the Base Benefit Amount). Except as
provided under Sections 3.2(b) and 6.1, the Base
Benefit Amount shall be vested as follows: 20% on
August 1, 2015; an additional 20% on August 1, 2016,
an additional 20% on August 1, 2017, an additional
20% on August 1, 2018, an additional 20% on August
1, 2019.
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Adjustment for Early Termination under Section 5.1(c):
 Change of Control Benefit Amount
 Participants:
    
    Benefit AmountMerrill W. Sherman
    
    $
    425,000Linda Haber-Simmons
    
    $
    289,351Mark Meiklejohn
    
    $
    100,000Robert H. Wischnowsky
    
    $
    25,000
 Pre-Retirement Death Benefit for Merrill W. Sherman and James V. DeRentis:
 plus minus
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